Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
On August 13, 2026, TMC
the metals company Inc. (the “Company”) issued a press release announcing its results for the quarter ended June 30,
2026 and providing a business update. A copy of the press release is furnished as Exhibit 99.1 hereto. In addition, the Company will
hold a conference call on August 13, 2026 at 4:30 p.m. EDT to discuss these results and the business update.
The information in this Current
Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
(d) Exhibits.
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Exhibit 99.1
TMC Provides
Second Quarter 2026 Corporate Update
NEW YORK, August 13, 2026 —
TMC the metals company Inc. (Nasdaq: TMC) (“TMC” or “the Company”), a leading developer of the world’s
largest resource of critical metals essential to energy, defense, manufacturing and infrastructure, today provided a corporate update
and second quarter financial results for the period ended June 30, 2026.
Q2 2026 Financial Highlights
| · | Current
liquidity available from our cash on hand and our credit facilities of approximately $143
million as of June 30, 2026 |
| · | $20.1
million cash used in operations for the quarter ended June 30, 2026, which included
$9 million in withholdings related to equity awards collected at the end of March 2026
and remitted in early April 2026 |
| · | Net
loss of $60.1 million and net loss per share of $0.14 for the quarter ended June 30,
2026 |
U.S. Government Funding Update
| · | The
Company is actively engaged in funding processes with multiple U.S. agencies named in President
Trump's Executive Order 14285 regarding plans to build nodule processing and refining capacity
in the United States |
| · | While
these processes continue confidentially, the Company does not currently intend to pursue
other capital market transactions until such time as one or more of these processes are completed |
| · | The
Company will provide more substantive detail at the appropriate time |
TMC USA’s Applications Continue Progressing Through NOAA
Review
| · | TMC
USA’s consolidated USA-A application and USA-B exploration license application continue
to progress through NOAA’s review under DSHMRA and its implementing regulations |
| · | Based
on NOAA guidance, the Company continues to expect the permit in advance of targeted Q4 2027
offshore collection system commissioning; the rigor of NOAA’s review supports the permit’s
long-term durability and legal defensibility and reinforces the high standards applicable
to all applicants |
| · | The
Company’s USA-A area covers approximately 65,000 km² with an estimated 619 million
tonnes of wet nodules and potential exploration upside of an additional 200 million tonnes;
the USA-B area covers approximately 122,000 km² and hosts an estimated 1.02 billion
tonnes of polymetallic nodules |
Strategic Partnerships Progress Key Offshore and Onshore Developments
| · | On
July 21, 2026, TMC USA entered into a Master Services Agreement with Mariana Minerals
for a phased program to advance a proposed polymetallic nodule processing and refining industry
park at the Port of Brownsville, Texas, beginning with mobilization, concept development
and technical design work to establish plant feasibility and design basis — building
on the internal prefeasibility study commissioned by TMC USA from a third-party engineering
firm |
| · | Allseas
continued engineering, project management and vessel-use activities during the second quarter
of 2026 under its definitive agreement with TMC to develop, commission and operate the Hidden
Gem commercial nodule collection system, designed for a nameplate capacity of 3.0 million
wet tonnes per annum |
| · | On
July 22, 2026, TMC signed a Mutual Master Services Agreement (“MMSA”) with
U.S. exploration company Eco Minerals intended to expand TMC’s offshore capabilities
through exclusive vessel charter access and advanced seafloor mapping, sampling and autonomous
survey services, while enabling the companies to jointly pursue third-party opportunities.
Under the agreement, TMC will provide Eco Minerals with environmental and regulatory advisory
services. Under a separate MoU, TMC USA has provided Eco Minerals with a non-binding offtake
for Eco Minerals’ nodules to be processed in TMC USA’s planned U.S. facility
with Mariana Minerals, subject to definitive agreements, government financing and required
approvals. |
U.S. Reaffirms Its Right to Exercise High Seas Freedoms as ITLOS
Protects NORI and TOML’s Due Process Rights
| · | Last
month at the ISA proceedings in Kingston, Jamaica, the United States strongly reiterated
that it is not a party to UNCLOS and does not regard Part XI or the 1994 Agreement as
customary international law |
| · | On
July 18, 2026, the Seabed Disputes Chamber of the International Tribunal for the Law
of the Sea (“ITLOS”) prescribed provisional measures recognizing the rights of
the Company’s subsidiaries, Nauru Ocean Resources Inc. (“NORI”) and Tonga
Offshore Mining Limited (“TOML”), to due process and fair treatment in their
proceedings against the ISA |
ISA Approves NORI’s Exploration Contract Extension
| · | On
July 20, 2026, the ISA Council approved by consensus a five-year extension of NORI's
exploration contract in the Clarion-Clipperton Zone |
Gerard Barron, Chairman & CEO of TMC, commented: “The
regulatory picture is becoming clearer as our applications continue to progress through NOAA’s review process. There has been a
delay of a few months in the USA-A consolidated application certification process, but we remain confident that the permit will arrive
well in advance of offshore vessel commissioning by the end of 2027, which we believe remains the critical path for production start.
The rigor of NOAA’s review is ultimately helpful for the permit’s legal defensibility in the coming decades.
The United States has strongly reiterated through its engagement at
the ISA its longstanding position that it is not a party to UNCLOS, and that ‘the United States is not bound by Convention rules dealing
with seabed mining through the International Seabed Authority.’ That clarity matters as America moves to develop these critical
seabed resources responsibly under U.S. law.
Our planned operations are taking shape offshore and onshore. Allseas
is moving from commercial framework to execution, carrying out the engineering, project management and vessel work needed to transform
the Hidden Gem from a successful pilot into an integrated commercial production system. We believe our agreement with Eco Minerals gives
us greater access to survey vessel and AUV capacity needed to explore effectively, while opening the door to joint projects and potential
processing collaboration as those opportunities mature. Onshore, TMC USA is moving forward with Mariana Minerals as part of its owner’s
team for a phased program at the Port of Brownsville, beginning with concept development and technical design work to establish plant
feasibility, design basis, key trade-offs and targets for the operating agreement. As I’ve said before, our future onshore capital
spending domestically is contingent on a majority of the funding coming from U.S. government sources. The momentum is continuing with
advanced funding processes in progress with multiple U.S. agencies.
Finally, I was pleased to be invited to Washington, D.C. last
week for the President’s American Mining Roundtable, which included significant airtime for seafloor resources and further underscored
what the U.S. State Department reiterated in July at the ISA meeting: ‘responsible seabed mineral development is a strategic
national security and economic priority.’
A secure U.S. critical seabed minerals supply chain is moving from
policy ambition to physical execution, and TMC is proud to play a leading role.”
Operational Highlights
TMC USA Enters into MSA with Mariana
Minerals
On July 21, 2026, TMC USA entered
into a Master Services Agreement with Mariana Minerals for a phased program to advance a proposed polymetallic nodule processing and
refining industry park at the Port of Brownsville, Texas, beginning with mobilization, concept development and technical design work
to establish plant feasibility and design basis, as well as a trade-off and opportunity assessment program for Phase 1, Stage 1 of the
proposed onshore nodule processing facility in the Port of Brownsville, Texas.
TMC and Eco Minerals Enter Exclusive Offshore Survey and Exploration
Services Agreement
On July 22, 2026, TMC and Eco Minerals entered into a Mutual
Master Services Agreement under which Eco Minerals will serve, subject to vessel availability, as TMC’s exclusive provider of vessel
charter and marine survey services, including advanced seafloor mapping, sampling and autonomous survey capabilities. TMC will provide
Eco Minerals with environmental and regulatory advisory services, drawing on its offshore assessment and permitting experience. The companies
may jointly pursue third-party survey and exploration services opportunities. The agreement builds on an existing memorandum of understanding
identifying TMC as a potential processing partner for Eco Minerals, subject to a standards-compliant prefeasibility study, due diligence,
definitive agreements and required regulatory approvals.
TMC USA’s USA-A and USA-B Applications Continue Through DSHMRA
Review
NOAA’s review of TMC USA’s consolidated USA-A exploration
license and commercial recovery permit application and USA-B exploration license application continues under DSHMRA and its implementing
regulations. NOAA formally certified the USA-B application on May 26, 2026; certification is an intermediate eligibility determination,
not the final issuance of a license or permit. The rigor of NOAA’s review supports the long-term durability and legal defensibility
of any licenses or permits issued and reinforces the high standards applicable to all applicants. The USA-A application area covers approximately
65,000 km² of seafloor and contains an estimated 619 million tonnes of polymetallic nodules, with potential upside of approximately
200 million additional tonnes; the USA-B application area covers approximately 122,000 km² of seafloor and hosts an estimated 1.02
billion tonnes of polymetallic nodules based on TMC’s Technical Report Summary for the Initial Assessment published in August 2025.
International Tribunal for the Law
of the Sea Unanimously Orders ISA to Respect NORI and TOML’s Due Process Rights. NORI Exploration Contract Renewed
On July 18, 2026, the Seabed Disputes Chamber of ITLOS ordered
the prescription of provisional measures to protect the rights of our subsidiaries, NORI and TOML, in their proceedings against the ISA.
In the first contentious cases ever decided by the Chamber under Part XI of UNCLOS, the Chamber confirmed its jurisdiction, recognized
that NORI and TOML have rights to due process and fair treatment, found a real and imminent risk of irreparable prejudice to those rights,
and prescribed provisional measures requiring the ISA to act in accordance with the applicable legal framework, including rules of
due process.
Following the ruling, the ISA Council approved by consensus a five-year
extension of NORI’s exploration contract in the Clarion-Clipperton Zone. Together, TMC believes these decisions provide greater
regulatory certainty for NORI and its Sponsoring State, Naoero (formerly known as Nauru), and demonstrate that ITLOS is a vital part
of the institutional machinery established under UNCLOS, ensuring critical oversight and accountability.
NOAA Certifies TMC USA’s USA-B
Exploration License Application
On May 26, 2026, NOAA formally
certified the USA-B exploration license application submitted by our U.S. subsidiary, TMC USA. Certification is an intermediate determination
by NOAA confirming an applicant’s eligibility (based on financial responsibility, technological capability, prior obligations,
and plan adequacy) for an exploration license or commercial recovery permit, but it is not the final issuance of that license or permit.
TMC and Allseas Sign Commercial Agreement
for the First Offshore Nodule Recovery Operation
On May 11, 2026, we announced that
we had signed a Contract for Development Work and Commercial Production with our strategic partner and investor Allseas, a global leader
in offshore pipeline installation, heavy lift and subsea construction, for the development, commissioning and operation of the first
commercial polymetallic nodule collection system. The agreement establishes the commercial framework for advancing offshore nodule recovery
operations and builds on the successful pilot collection test completed in 2022. The commercial system is expected to have a nameplate
production capacity of 3.0 million wet tonnes of nodules per annum, with commissioning targeted to begin in Q4 2027, subject to regulatory
approvals.
NOAA Determines TMC USA’s Consolidated
Deep-Seabed Mining Application for USA-A Area is in Full Compliance
On April 28, 2026, NOAA determined
that the consolidated application by our subsidiary, TMC USA, for an exploration license and commercial recovery permit for the USA-A
area under DSHMRA is in full compliance with the requirements of the Act and its implementing regulations, marking a key step in the
U.S. regulatory and permitting process. The news follows the earlier determination of substantial compliance of the application on March 6,
2026, and represents another step along the path of regulatory milestones.
TMC Subsidiaries Submit Massive Deep-Sea
Dataset to Public Database as Company Launches Video Series on Findings of Environmental Research
On April 15, 2026, we announced that our subsidiaries, NORI and
TOML, had submitted extensive environmental datasets to the ISA’s DeepData database, covering a decade of exploration activities
in the Clarion-Clipperton Zone. The submission includes data from 777 equipment deployments and more than 4,800 environmental samples,
generating approximately 76,000 biological records and 69,185 geochemical data points across the full water column and seafloor environment.
Key findings are showcased in a new video series demonstrating how the data addresses environmental concerns and how innovation has reduced
the impact footprint of TMC’s collection system versus legacy technology.
Industry Update
The Metals Royalty Co. (Nasdaq: TMCR)
Begins Public Trading
On April 8, 2026, The Metals Royalty Co. began public trading
(Nasdaq: TMCR). TMCR has a 2.0% Gross Overriding Royalty on the NORI area from a 2023 transaction which was previously announced. As
part of the agreement, TMC was granted an equity stake in TMCR, which currently represents 22.4% of TMCR’s outstanding equity following
our additional investment in TMCR in May 2026. TMC retains the right to repurchase up to 75% of the NORI Royalty at an agreed capped
return, exercisable in two transactions, between the second and the tenth anniversary of the agreement. If both repurchase transactions
are executed, TMCR’s remaining gross overriding royalty on the NORI project revenue will be 0.5%.
U.S. Department of State Commentary at ISA and UN Meetings
The U.S. has once again reminded the world of the strategic opportunity
presented by the responsible development of deep seabed minerals, and its clear and longstanding legal right to regulate their exploration
and commercial recovery in the high seas. In a statement delivered last month at the ISA, the U.S. State Department commented:
“For the United States, responsible seabed mineral development
is a strategic national security and economic priority; we view seabed minerals in the broader context of critical mineral supply chain
security. Global demand for critical minerals is rising rapidly, and diversified supply chains are necessary for geopolitical and economic
stability. Humankind depends on modern technologies. It is prudent that we acknowledge that ocean resources can meet this demand with
impacts significantly lower than many land-based alternatives.”
Financial Results Overview
At June 30, 2026, we held cash of approximately $98.7 million
and held no financial debt. We believe that our cash position will be sufficient to meet our working capital and capital expenditure
commitments for at least the next twelve months from today.
We reported a net loss of approximately $60.1 million, or $0.14 per
share, for the quarter ended June 30, 2026, compared to a net loss of $74.3 million, or $0.20 per share, for the quarter ended June 30,
2025. Exploration and evaluation expenses during the quarter ended June 30, 2026 were $56.1 million compared to $10.5 million for
the quarter ended June 30, 2025. The second quarter of 2026 included $37.2 million in settlement of initial costs and other negotiated
costs owed to Allseas following the signing of a development and operating agreement, higher share-based compensation expense and an
increase in prefeasibility study costs.
General and administrative expenses were $15.6 million for the quarter
ended June 30, 2026, compared to $11.5 million for the quarter ended June 30, 2025, reflecting higher share-based compensation
and payroll costs.
Conference Call
We will hold a conference call on August 13, 2026, at 4:30 p.m. ET
to provide an update on recent corporate developments and second quarter 2026 financial results.
Second Quarter 2026 Conference Call
Details
| Date: |
August 13,
2026 |
| |
|
| Time: |
4:30 p.m. ET |
| |
|
| Audio-only Dial-in: |
Register Here |
| |
|
| Virtual webcast with slides: |
Register Here |
The virtual webcast will be available
for replay in the ‘Investors’ tab of the Company’s website under ‘Investors’ > ‘Media’ >
‘Events and Presentations’, approximately two hours after the event.
The Metals Company is a developer of
lower-impact critical metals from seafloor polymetallic nodules, on a dual mission: (1) supply metals for energy, defense,
manufacturing and infrastructure with net positive impacts compared to conventional production routes and (2) trace, recover
and recycle the metals we supply to help create a metal commons that can be used in perpetuity. The Company has conducted more than a
decade of research into the environmental and social impacts of offshore nodule collection and onshore processing. More information is
available at www.metals.co.
Contacts
Media | media@metals.co
Investors | investors@metals.co
Forward-Looking Statements
This press release contains forward-looking statements and information
within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as anticipates,
believes, could, estimates, expects, intends, may, plans, possible, potential, should, will, would and variations of these words or similar
expressions, although not all forward-looking statements contain these words. Forward-looking statements in this press release include,
but are not limited to, statements with respect to: the Company's strategy to pursue exploration and commercial recovery of seafloor
polymetallic nodules under the U.S. regulatory regime; the anticipated certification, public notice, public comment, environmental review,
including the EIS process, and final determination process for the consolidated application submitted to NOAA under DSHMRA and for the
USA-B exploration license application, including the scoping and EIS process initiated by the Notice of Intent; the anticipated scope,
timing and outcome of NOAA's review of the consolidated application and the USA-B exploration license application; the Company's expectation
that the NOAA process will conclude in advance of offshore vessel commissioning; the expected development, commissioning and operation
of the first commercial nodule collection system under the Agreement with Allseas, including the nameplate production capacity of 3.0
million wet tonnes per annum and the expected timing of system commissioning in Q4 2027; the phased program with Mariana Minerals to
advance a proposed U.S.-based nodule processing and refining industry park at the Port of Brownsville, Texas, including the establishment
of plant feasibility and design basis; the Company's expectation that future onshore capital spending will be contingent on a majority
of the funding coming from U.S. government sources, and the status and outcome of funding processes with multiple U.S. government agencies;
the Company's belief that its total liquidity will be sufficient to meet its working capital and capital expenditure commitments for
at least the next twelve months; the Company's expectation that its first-mover positioning will enable it to help accelerate the development
of a broader U.S.-led nodule industry, including the potential to process third-party nodules in the future; the anticipated benefits
of the Mutual Master Services Agreement with Eco Minerals, including exclusive vessel charter access and survey capabilities, the joint
pursuit of third-party opportunities and potential processing collaboration, in each case subject to vessel availability, definitive
agreements, government financing and required approvals; the estimated resource potential of the USA-A and USA-B areas, including estimated
nodule tonnages and potential exploration upside, and the resource estimates described in the Company's technical reports; the anticipated
effect of the provisional measures prescribed by the Seabed Disputes Chamber of ITLOS and of the ISA Council's approval of the five-year
extension of NORI's exploration contract, including the expectation that these decisions provide greater regulatory certainty. The Company
may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements, and you should not place
undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations
disclosed in these forward-looking statements as a result of various factors, including, among other things: the scope, timing and outcome
of NOAA's review of the consolidated application and the USA-B exploration license application, including the conduct of the environmental
review under the National Environmental Policy Act, the nature and volume of public comments received, the absence of any mandatory statutory
deadline under DSHMRA and the risk of further delay; the terms of any exploration license or commercial recovery permit ultimately granted,
including the risk that the terms, conditions and restrictions imposed are more restrictive than anticipated; potential legal challenges
in U.S. courts by third parties claiming to be adversely affected or aggrieved by NOAA's actions; the need for continued U.S. policy
support and the effect of shifts in political priorities, legal interpretations or agency leadership, and opposition to deep-seabed mining
from governments, non-governmental organizations and other third parties; the ability to obtain an exploitation contract from the International
Seabed Authority or permits from the U.S. government, risks related to the Company's dual-path permitting strategy, the ISA's response
to the provisional measures prescribed by the Seabed Disputes Chamber of ITLOS and the outcome of the proceedings brought by NORI and
TOML against the ISA; the successful continuation of the Company's alliance with Allseas, including under the commercial agreement described
in this press release, and Allseas' ability to perform as expected; the development, testing, integration, scaling, commissioning and
operation of the offshore collection system and its key components; the performance of other contractors and counterparties, including
the risks that the Mariana Minerals phased program does not proceed beyond its initial stage or does not establish plant feasibility
on acceptable terms and that the definitive agreements contemplated with Eco Minerals are not entered into; changes in environmental,
mining and other applicable laws and regulations; the availability of and access to capital on acceptable terms and the sufficiency of
the Company's cash, including for amounts needed to fund its share of costs under the commercial agreement described in this press release,
and the Company's dependence on U.S. government funding for a majority of onshore capital spending and the risk that U.S. government
funding processes do not result in awards with terms, conditions or contingencies favorable to the Company; risks related to strategic
partnerships and technology sharing; uncertainties relating to processing nodules at commercial scale and to the accuracy of resource
estimates; metals price volatility; the outcome of any pending or future litigation; and other risks and uncertainties described in greater
detail in the section entitled Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2025,
filed with the U.S. Securities and Exchange Commission on March 31, 2026, in the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2026, filed on May 14, 2026, and in the Company's subsequent Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K filed with the SEC. Any forward-looking statements contained in this press release speak only as
of the date hereof, and the Company expressly disclaims any obligation to update any forward-looking statements contained herein, whether
because of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.
| TMC the metals company Inc. |
Condensed
Consolidated Balance Sheets (in
thousands of US Dollars, except share amounts) (Unaudited)
|
| | |
As
at June 30, 2026 | | |
As
at December 31, 2025 | |
| ASSETS | |
| | |
| |
| Current | |
| | | |
| | |
| Cash | |
$ | 98,655 | | |
$ | 117,633 | |
| Receivables
and prepayments | |
| 2,752 | | |
| 3,049 | |
| | |
| 101,407 | | |
| 120,682 | |
| Non-current | |
| | | |
| | |
| Exploration assets | |
| 42,951 | | |
| 42,951 | |
| Equipment | |
| 441 | | |
| 519 | |
| Software development
costs | |
| 2,267 | | |
| 2,125 | |
| Right-of-use asset | |
| 953 | | |
| 1,907 | |
| Investments | |
| 32,842 | | |
| 13,447 | |
| | |
| 79,454 | | |
| 60,949 | |
| | |
| | | |
| | |
| TOTAL ASSETS | |
$ | 180,861 | | |
$ | 181,631 | |
| | |
| | | |
| | |
| LIABILITIES | |
| | | |
| | |
| Current | |
| | | |
| | |
| Accounts payable and
accrued liabilities | |
$ | 52,096 | | |
$ | 46,048 | |
| Warrant
liability | |
| 527 | | |
| 13,351 | |
| | |
| 52,623 | | |
| 59,399 | |
| Non-current | |
| | | |
| | |
| Deferred tax liability | |
| 10,675 | | |
| 10,675 | |
| Royalty
liability | |
| 145,000 | | |
| 145,000 | |
| | |
| 155,675 | | |
| 155,675 | |
| | |
| | | |
| | |
| TOTAL LIABILITIES | |
$ | 208,298 | | |
$ | 215,074 | |
| | |
| | | |
| | |
| EQUITY | |
| | | |
| | |
| Common
shares (unlimited shares, no par value – issued: 433,726,201 (December 31, 2025–422,966,333)) | |
| 707,361 | | |
| 681,343 | |
| Additional paid
in capital | |
| 298,406 | | |
| 237,696 | |
| Accumulated other
comprehensive loss | |
| (1,203 | ) | |
| (1,203 | ) |
| Deficit | |
| (1,032,001 | ) | |
| (951,279 | ) |
| TOTAL EQUITY | |
| (27,437 | ) | |
| (33,443 | ) |
| | |
| | | |
| | |
| TOTAL LIABILITIES
AND EQUITY | |
$ | 180,861 | | |
$ | 181,631 | |
TMC the metals company Inc. |
|
Condensed Consolidated Statements of Loss
and Comprehensive Loss
(in thousands of US Dollars, except share
and per share amounts)
(Unaudited) |
| | |
Three months
ended
June 30, | | |
Six months ended
June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | |
| Exploration
and evaluation expenses | |
$ | 56,088 | | |
$ | 10,496 | | |
$ | 69,345 | | |
$ | 20,011 | |
| General
and administrative expenses | |
| 15,629 | | |
| 11,479 | | |
| 36,354 | | |
| 19,979 | |
| Operating loss | |
| 71,717 | | |
| 21,975 | | |
| 105,699 | | |
| 39,990 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other items | |
| | | |
| | | |
| | | |
| | |
| Charge on Allseas
settlement | |
| 7,868 | | |
| - | | |
| 7,868 | | |
| - | |
| Nauru warrant cost | |
| - | | |
| 33,079 | | |
| - | | |
| 33,079 | |
| Equity-accounted investment
loss (income) | |
| 1,525 | | |
| (89 | ) | |
| 4,523 | | |
| (54 | ) |
| Gain on dilution of
investment | |
| (18,469 | ) | |
| - | | |
| (23,071 | ) | |
| - | |
| Change in fair value
of warrant liability | |
| (2,162 | ) | |
| 16,229 | | |
| (12,824 | ) | |
| 16,670 | |
| Foreign exchange loss
(gain) | |
| (146 | ) | |
| 2,461 | | |
| (836 | ) | |
| 3,556 | |
| Interest income | |
| (1,040 | ) | |
| (147 | ) | |
| (2,176 | ) | |
| (166 | ) |
| Fees
and interest on borrowings and credit facilities | |
| 714 | | |
| 833 | | |
| 1,379 | | |
| 1,854 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss
and comprehensive loss for the period, before tax | |
$ | 60,007 | | |
$ | 74,341 | | |
$ | 80,562 | | |
$ | 94,929 | |
| | |
| | | |
| | | |
| | | |
| | |
| Income tax expense | |
| 116 | | |
| - | | |
| 160 | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss and
comprehensive loss for the period, after tax | |
$ | 60,123 | | |
$ | 74,341 | | |
$ | 80,722 | | |
$ | 94,929 | |
| Net loss per share | |
| | | |
| | | |
| | | |
| | |
| -
Basic and diluted | |
$ | 0.14 | | |
$ | 0.20 | | |
$ | 0.19 | | |
$ | 0.27 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted
average number of common shares outstanding – basic and diluted | |
| 433,243,064 | | |
| 366,626,500 | | |
| 429,656,793 | | |
| 356,045,231 | |
TMC the metals company Inc.
Condensed Consolidated Statements of Changes
in Equity
(in thousands of US Dollars, except share amounts)
(Unaudited)
| | |
Common Shares | | |
Preferred
Shares | | |
Special
Shares | | |
Additional
Paid in
Capital | | |
Accumulated
Other
Comprehensive
Loss | | |
Deficit | | |
Total | |
| Three months ended June 30,
2026 | |
Shares | | |
Amount | | |
| | |
| | |
| | |
| | |
| | |
| |
| April 1, 2026 | |
| 433,188,187 | | |
$ | 705,287 | | |
$ | - | | |
$ | - | | |
$ | 240,446 | | |
$ | (1,203 | ) | |
$ | (971,878 | ) | |
$ | (27,348 | ) |
| Conversion of restricted
share units, net of shares withheld for taxes | |
| 512,823 | | |
| 1,992 | | |
| - | | |
| - | | |
| (1,992 | ) | |
| - | | |
| - | | |
| - | |
| Share purchase
under Employee Share Purchase Plan | |
| 25,191 | | |
| 82 | | |
| - | | |
| - | | |
| (26 | ) | |
| - | | |
| - | | |
| 56 | |
| Allseas obligation
settled with equity | |
| - | | |
| - | | |
| - | | |
| - | | |
| 43,176 | | |
| - | | |
| - | | |
| 43,176 | |
| Share-based compensation
and expenses settled with equity | |
| - | | |
| - | | |
| - | | |
| - | | |
| 16,802 | | |
| - | | |
| - | | |
| 16,802 | |
| Loss
for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (60,123 | ) | |
| (60,123 | ) |
| June 30, 2026 | |
| 433,726,201 | | |
$ | 707,361 | | |
$ | - | | |
$ | - | | |
$ | 298,406 | | |
$ | (1,203 | ) | |
$ | (1,032,001 | ) | |
$ | (27,437 | ) |
| | |
Common Shares | | |
Preferred
Shares | | |
Special
Shares | | |
Additional
Paid in
Capital | | |
Accumulated
Other
Comprehensive
Loss | | |
Deficit | | |
Total | |
| Three months ended June 30, 2025 | |
Shares | | |
Amount | | |
| | |
| | |
| | |
| | |
| | |
| |
| April 1, 2025 | |
| 356,617,022 | | |
$ | 495,804 | | |
$ | - | | |
$ | - | | |
$ | 140,656 | | |
$ | (1,203 | ) | |
$ | (652,023 | ) | |
$ | (16,766 | ) |
| Issuance of shares
and warrants to Korea Zinc, net of expenses | |
| 19,623,376 | | |
| 71,686 | | |
| - | | |
| - | | |
| 13,432 | | |
| - | | |
| - | | |
| 85,118 | |
| Issuance of shares
and warrants under 2025 Registered Direct Offering, net of expenses | |
| 9,000,000 | | |
| 17,640 | | |
| - | | |
| - | | |
| 12,087 | | |
| - | | |
| - | | |
| 29,727 | |
| Shares issued from
ATM | |
| 4,567,770 | | |
| 9,222 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 9,222 | |
| Exercise of Class A warrants | |
| 250,000 | | |
| 724 | | |
| - | | |
| - | | |
| 3,053 | | |
| - | | |
| - | | |
| 3,777 | |
| Exercise of Class B warrants | |
| 4,833,096 | | |
| 6,451 | | |
| - | | |
| - | | |
| (3,801 | ) | |
| - | | |
| - | | |
| 2,650 | |
| Conversion of restricted
share units, net of shares withheld for taxes | |
| 1,539,397 | | |
| 3,254 | | |
| - | | |
| - | | |
| (3,254 | ) | |
| - | | |
| - | | |
| - | |
| Exercise of stock options | |
| 712,124 | | |
| 1,453 | | |
| - | | |
| - | | |
| (991 | ) | |
| - | | |
| - | | |
| 462 | |
| Share purchase
under Employee Share Purchase Plan | |
| 12,533 | | |
| 12 | | |
| - | | |
| - | | |
| (2 | ) | |
| - | | |
| - | | |
| 10 | |
| Nauru Warrant Cost | |
| - | | |
| - | | |
| - | | |
| - | | |
| 33,079 | | |
| - | | |
| - | | |
| 33,079 | |
| Share-based compensation
and expenses settled with equity | |
| - | | |
| - | | |
| - | | |
| - | | |
| 8,922 | | |
| - | | |
| - | | |
| 8,922 | |
| Loss
for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (74,341 | ) | |
| (74,341 | ) |
| June 30, 2025 | |
| 397,155,318 | | |
$ | 606,246 | | |
$ | - | | |
$ | - | | |
$ | 203,181 | | |
$ | (1,203 | ) | |
$ | (726,364 | ) | |
$ | 81,860 | |
TMC the metals company Inc.
Condensed Consolidated Statements of Changes
in Equity
(in thousands of US Dollars, except share amounts)
(Unaudited)
| | |
Common Shares | | |
Preferred
Shares | | |
Special
Shares | | |
Additional
Paid in
Capital | | |
Accumulated
Other
Comprehensive
Loss | | |
Deficit | | |
Total | |
| Six months ended June 30, 2026 | |
Shares | | |
Amount | | |
| | |
| | |
| | |
| | |
| | |
| |
| January 1,
2026 | |
| 422,966,333 | | |
$ | 681,343 | | |
$ | - | | |
$ | - | | |
$ | 237,696 | | |
$ | (1,203 | ) | |
$ | (951,279 | ) | |
$ | (33,443 | ) |
| Conversion of restricted
share units, net of shares withheld for taxes | |
| 8,689,551 | | |
| 15,688 | | |
| - | | |
| - | | |
| (15,688 | ) | |
| - | | |
| - | | |
| - | |
| Exercise of stock options | |
| 2,045,126 | | |
| 10,248 | | |
| - | | |
| - | | |
| (7,529 | ) | |
| - | | |
| - | | |
| 2,719 | |
| Share purchase under
Employee Share Purchase Plan | |
| 25,191 | | |
| 82 | | |
| - | | |
| - | | |
| (26 | ) | |
| - | | |
| - | | |
| 56 | |
| Allseas obligation
settled with equity | |
| - | | |
| - | | |
| - | | |
| - | | |
| 43,176 | | |
| - | | |
| - | | |
| 43,176 | |
| Share-based compensation
and expenses settled with equity | |
| - | | |
| - | | |
| - | | |
| - | | |
| 40,777 | | |
| - | | |
| - | | |
| 40,777 | |
| Loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (80,722 | ) | |
| (80,722 | ) |
| June 30, 2026 | |
| 433,726,201 | | |
$ | 707,361 | | |
$ | - | | |
$ | - | | |
$ | 298,406 | | |
$ | (1,203 | ) | |
$ | (1,032,001 | ) | |
$ | (27,437 | ) |
| | |
Common Shares | | |
Preferred
Shares | | |
Special
Shares | | |
Additional
Paid in
Capital | | |
Accumulated
Other
Comprehensive
Loss | | |
Deficit | | |
Total | |
| Six months ended June 30,
2025 | |
Shares | | |
Amount | | |
| | |
| | |
| | |
| | |
| | |
| |
| January 1,
2025 | |
| 340,708,460 | | |
$ | 477,217 | | |
$ | - | | |
$ | - | | |
$ | 138,303 | | |
$ | (1,203 | ) | |
$ | (631,435 | ) | |
$ | (17,118 | ) |
| Issuance of shares
and warrants to Korea Zinc, net of expenses | |
| 19,623,376 | | |
| 71,686 | | |
| - | | |
| - | | |
| 13,432 | | |
| - | | |
| - | | |
| 85,118 | |
| Issuance of shares
and warrants under 2025 Registered Direct Offering, net of expenses | |
| 9,000,000 | | |
| 17,640 | | |
| - | | |
| - | | |
| 12,087 | | |
| - | | |
| - | | |
| 29,727 | |
| Issuance of shares
and warrants under 2024 Registered Direct Offering, net of expenses | |
| 5,000,000 | | |
| 2,237 | | |
| - | | |
| - | | |
| 2,763 | | |
| - | | |
| - | | |
| 5,000 | |
| Shares issued from ATM | |
| 7,542,996 | | |
| 14,784 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 14,784 | |
| Exercise of Class A warrants | |
| 250,000 | | |
| 724 | | |
| - | | |
| - | | |
| 3,053 | | |
| - | | |
| - | | |
| 3,777 | |
| Exercise of Class B warrants | |
| 4,833,096 | | |
| 6,451 | | |
| , | | |
| , | | |
| (3,801 | ) | |
| - | | |
| - | | |
| 2,650 | |
| Conversion of restricted
share units, net of shares withheld for taxes | |
| 9,472,733 | | |
| 14,042 | | |
| - | | |
| - | | |
| (14,042 | ) | |
| - | | |
| - | | |
| - | |
| Exercise of stock options | |
| 712,124 | | |
| 1,453 | | |
| - | | |
| - | | |
| (991 | ) | |
| - | | |
| - | | |
| 462 | |
| Share purchase under
Employee Share Purchase Plan | |
| 12,533 | | |
| 12 | | |
| - | | |
| - | | |
| (2 | ) | |
| - | | |
| - | | |
| 10 | |
| Nauru Warrant Cost | |
| - | | |
| - | | |
| - | | |
| - | | |
| 33,079 | | |
| - | | |
| - | | |
| 33,079 | |
| Share-based compensation
and expenses settled with equity | |
| - | | |
| - | | |
| - | | |
| - | | |
| 19,300 | | |
| - | | |
| - | | |
| 19,300 | |
| Loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (94,929 | ) | |
| (94,929 | ) |
| June 30, 2025 | |
| 397,155,318 | | |
$ | 606,246 | | |
$ | - | | |
$ | - | | |
$ | 203,181 | | |
$ | (1,203 | ) | |
$ | (726,364 | ) | |
$ | 81,860 | |
TMC the metals company Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands of US Dollars)
(Unaudited)
| | |
Six months
ended June 30,
2026 | | |
Six months
ended June 30,
2025 | |
| Cash used in operating activities | |
| | | |
| | |
| Loss
for the period | |
$ | (80,722 | ) | |
$ | (94,929 | ) |
| Items not affecting cash: | |
| | | |
| | |
| Allseas obligation settled with equity | |
| 35,308 | | |
| - | |
| Charge on Allseas settlement | |
| 7,868 | | |
| - | |
| Nauru warrant cost | |
| - | | |
| 33,079 | |
| Amortization | |
| 78 | | |
| 116 | |
| Accrued interest on credit facilities | |
| - | | |
| 128 | |
| Lease expense | |
| 954 | | |
| 954 | |
| Share-based compensation and expenses
settled with equity | |
| 40,777 | | |
| 19,300 | |
| Equity-accounted
investment (income) loss | |
| 4,523 | | |
| (54 | ) |
| Gain on dilution
of investment | |
| (23,071 | ) | |
| - | |
| Change in fair
value of warrants liability | |
| (12,824 | ) | |
| 16,670 | |
| Unrealized foreign exchange movement | |
| (890 | ) | |
| 4,687 | |
| Interest paid on amounts drawn from
credit facilities and short-term debt | |
| - | | |
| (693 | ) |
| Changes in working
capital: | |
| | | |
| | |
| Receivables and
prepayments | |
| 296 | | |
| 332 | |
| Accounts
payable and accrued liabilities | |
| 6,988 | | |
| 401 | |
| Net cash used in operating activities | |
| (20,715 | ) | |
| (20,009 | ) |
| | |
| | | |
| | |
| Investing activities | |
| | | |
| | |
| Investment in investee | |
| (1,000 | ) | |
| - | |
| Acquisition of
equipment and software | |
| (68 | ) | |
| (120 | ) |
| Proceeds
from investee distribution | |
| 152 | | |
| 346 | |
| Net cash (used in) generated from
investing activities | |
| (916 | ) | |
| 226 | |
| | |
| | | |
| | |
| Financing activities | |
| | | |
| | |
| Proceeds from Korea Zinc Private Placement | |
| - | | |
| 85,165 | |
| Proceeds from Registered Direct Offerings | |
| - | | |
| 35,010 | |
| Expenses paid for Registered Direct Offerings | |
| - | | |
| (492 | ) |
| Proceeds from shares issued from ATM | |
| - | | |
| 14,784 | |
| Proceeds from exercise of Class A
warrants | |
| - | | |
| 3,777 | |
| Proceeds from exercise of Class B
warrants | |
| - | | |
| 2,650 | |
| Repayment of drawn amount on credit facilities | |
| - | | |
| (1,797 | ) |
| Repayment of Allseas Working Capital Loan | |
| - | | |
| (7,500 | ) |
| Proceeds from exercise of stock options | |
| 2,719 | | |
| 462 | |
| Proceeds from Employee
Share Purchase Plan | |
| 56 | | |
| 10 | |
| Net cash provided by financing activities | |
| 2,775 | | |
| 132,069 | |
| (Decrease)
increase in cash | |
$ | (18,856 | ) | |
| 112,286 | |
| Impact of exchange
rate changes on cash | |
| (122 | ) | |
| (7 | ) |
| Cash -
beginning of period | |
| 117,633 | | |
| 3,480 | |
| Cash -
end of period | |
$ | 98,655 | | |
| 115,759 | |
